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Document Preview Underwriting Agreement |
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Title: |
Underwriting Agreement |
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Entities: |
Aimco Properties, LP; Apartment Investment & Management Co.; Morgan Stanley & Co. Inc.; Mayer, Brown, Rowe & Maw; Skadden, Arps, Slate, Meagher & Flom LLP |
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Date: |
2001 |
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Size: |
Preview shows 7KB of 110KB total |
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Price: |
$46 |
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ID: |
#265538 |
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UNDERWRITING AGREEMENT
July 27, 2001
Apartment Investment and Management Company
2000 South Colorado Boulevard
Suite 2-1000
Denver, Colorado 80222
AIMCO Properties, L.P.
2000 South Colorado Boulevard
Suite 2-1000
Denver, Colorado 80222
Dear Sirs and Mesdames:
Subject to the terms and conditions set forth or incorporated by
reference herein, Apartment Investment and Management Company, a Maryland
corporation (the "Company"), hereby agrees to sell to Morgan Stanley & Co.
Incorporated (the "Underwriter"), and the Underwriter agrees to purchase from
the Company, 800,000 shares of the Company's Class R Cumulative Preferred Stock,
par value $0.01 per share (the "Equity Securities").
The Underwriter will pay for the Equity Securities upon delivery
thereof at Mayer, Brown & Platt, 190 South LaSalle Street, Chicago, Illinois at
10:00 a.m. (New York City time) on August 1, 2001 or at such other time, not
later than 5:00 p.m. (New York City time) on August 8, 2001 as shall be
designated by the Underwriter.
All provisions contained in the document entitled Apartment Investment
and Management Company Form of Underwriting Agreement Standard Provisions
(Equity Securities) dated July 17, 2001, a copy of which is attached hereto, are
incorporated herein by reference in their entirety and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein, except that (i) if any term defined in such document is
otherwise defined herein, the definition set forth herein shall control, (ii)
all references in such document to a type of security that is not being offered
shall not be deemed to be a part of this Agreement and (iii) all references in
such document to a type of agreement that has not been entered into in
connection with the transactions contemplated hereby shall not be deemed to be a
part of this Agreement.
{PAGE} 2
Please confirm your agreement by having an authorized officer sign a
copy of this Agreement in the space set forth below.
Very truly yours,
MORGAN STANLEY & CO. INCORPORATED
By: /s/ Michael Fusco
-----------------------------
Name: Michael Fusco
Title: Executive Director
Accepted:
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
By: /s/ Paul J. McAuliffe
---------------------
Name: Paul J. McAuliffe
Title: Executive Vice President and Chief Financial Officer
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC., its General Partner
By: /s/ Paul J. McAuliffe
---------------------
Name: Paul J. McAuliffe
Title: Executive Vice President and Chief Financial Officer
2
{PAGE} 3
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
FORM OF
UNDERWRITING AGREEMENT
STANDARD PROVISIONS
(EQUITY SECURITIES)
July 17, 2001
From time to time, Apartment Investment and Management Company, a
Maryland corporation (the "COMPANY"), may enter into one or more underwriting
agreements that provide for the sale of designated securities to the several
underwriters named therein. The standard provisions set forth herein may be
incorporated by reference in any such underwriting agreement (an "UNDERWRITING
AGREEMENT"). The Underwriting Agreement, including the provisions incorporated
therein by reference, is herein sometimes referred to as this Agreement. Terms
defined in the Underwriting Agreement are used herein as therein defined.
The Company has filed with the Securities and Exchange Commission (the
"COMMISSION") a registration statement, including a prospectus, relating to the
Equity Securities and has filed with, or transmitted for filing to, or shall
promptly hereafter file with or transmit for filing to, the Commission a
prospectus supplement (the "PROSPECTUS SUPPLEMENT") specifically relating to the
Equity Securities pursuant to Rule 424 under the Securities Act of 1933, as
amended (the "SECURITIES ACT"). The term "REGISTRATION STATEMENT" means such
registration statement, including the exhibits thereto, as amended to the date
of this Agreement. The term "BASIC PROSPECTUS" means the prospectus included in
the Registration Statement. The term "PROSPECTUS" means the Basic Prospectus
together with the Prospectus Supplement. The term "PRELIMINARY PROSPECTUS" means
a preliminary prospectus supplement specifically relating to the Equity
Securities, together with the Basic Prospectus. As used herein, the terms "Basic
Prospectus," "Prospectus" and "preliminary prospectus" shall include in each
case the documents, if any, incorporated by reference therein. The terms
"SUPPLEMENT," "AMENDMENT" and "AMEND" as used herein shall include all documents
deemed to be incorporated by reference in the Prospectus that are filed
subsequent to the date of the Basic Prospectus by the Company with the
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT").
1. Representations and Warranties. The Company and AIMCO Properties,
L.P., a Delaware limited partnership (the "OPERATING PARTNERSHIP"), jointly and
severally, represent and warrant to and agree with each of the Underwriters
that:
(a) The Company and the transactions contemplated by this
Agreement meet the requirements for using Form S-3 under the Securities
Act. The Registration Statement has become effective; no stop order
suspending the effectiveness of the
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